Akouos (AKUS) SC 13G/A Akouos / Pivotal bioVenture Partners Fund I ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Akouos, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00973J101

(CUSIP Number)

August 25, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS   Pivotal bioVenture Partners Fund I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,794,088
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,794,088

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,794,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   Pivotal bioVenture Partners Fund I G.P., L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,794,088
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,794,088

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,794,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   Pivotal bioVenture Partners Fund I U.G.P., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,794,088
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,794,088

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,794,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

1	NAMES OF REPORTING PERSONS   Pivotal Partners Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,794,088
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,794,088

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,794,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

1	NAMES OF REPORTING PERSONS   Pivotal Life Sciences Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,794,088
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,794,088

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,794,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

1	NAMES OF REPORTING PERSONS   Nan Fung Group Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,794,088
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,794,088

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,794,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

1	NAMES OF REPORTING PERSONS   NF Investment Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,794,088
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,794,088

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,794,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

1	NAMES OF REPORTING PERSONS   Nan Fung Life Sciences Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,794,088
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,794,088

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,794,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

1	NAMES OF REPORTING PERSONS   NFLS Beta Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,794,088
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,794,088

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,794,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

1	NAMES OF REPORTING PERSONS   NFLS Platform Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,794,088
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,794,088

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,794,088
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

Item 1(a). Name of Issuer:

Akouos, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

645 Summer Street, Suite 200

Boston, MA 02210

Item 2(a). Names of Persons Filing:

The name of the persons filing this report (the “Reporting Persons”) are:

(i) Pivotal bioVenture Partners Fund I, L.P. (“Pivotal”)

(ii) Pivotal bioVenture Partners Fund I G.P., L.P. (“Pivotal GP”)

(iii) Pivotal bioVenture Partners Fund I U.G.P., Ltd. (the “Ultimate General Partner”)

(iv) Pivotal Partners Ltd (“Pivotal Partners”)

(v) Pivotal Life Sciences Holdings Limited (“Pivotal Life Sciences”)

(vi) Nan Fung Group Holdings Limited (“NFGHL”)

(vii) NF Investment Holdings Limited (“NFIHL”)

(viii) Nan Fung Life Sciences Holdings Limited (“Nan Fung Life Sciences”)

(ix) NFLS Beta Limited

(x) NFLS Platform Holdings Limited

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of Pivotal, Pivotal GP and the Ultimate General Partner is:

501, Second Street, Suite 200

San Francisco, CA 94107

The registered office address of Pivotal Partners and Pivotal Life Sciences is:

Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands

The address of the principal business office of NFGHL is:

23^rd Floor, Nan Fung Tower,

88 Connaught Road C & 173 Des Voeux Road C, Central, Hong Kong.

The registered office address of NFIHL is:

Vistra Corporate Services Centre, Wickhams Cay II,

Road Town, Tortola, VG1110, British Virgin Islands.

Item 2(c). Citizenship:

Pivotal	Cayman Islands
Pivotal GP	Cayman Islands
The Ultimate General Partner	Cayman Islands
Pivotal Partners	Cayman Islands

Pivotal Life Sciences	Cayman Islands
NFGHL	British Virgin Islands
NFIHL	British Virgin Islands
Nan Fung Life Sciences	British Virgin Islands
NFLS	British Virgin Islands
NFLS Platform	Cayman Islands

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.0001 (“Common Stock”)

Item 2(e). CUSIP Number:

00973J101

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 36,899,235 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed August 15, 2022.

Pivotal directly holds 1,794,088 shares of Common Stock. Pivotal GP is the general partner of Pivotal. The Ultimate General Partner is the general partner of Pivotal GP. The Ultimate General Partner is wholly-owned by Pivotal Partners. Pivotal Partners is wholly-owned by Pivotal Life Sciences. Pivotal Life Sciences is wholly-owned by Nan Fung Life Sciences, and Nan Fung Life Sciences is wholly owned by NFIHL, which is wholly owned by NFGHL. The members of the Executive Committee of NFGHL make investment decisions with respect to the securities of the Issuer held by Pivotal. Mr. Kam Chung Leung, Mr. Frank Kai Shui Seto, Mr. Vincent Sai Sing Cheung, Mr. Pui Kuen Cheung, Mr. Kin Ho Kwok, Ms. Vanessa Tih Lin Cheung, Mr. Meng Gao and Mr. Chun Wai Nelson Tang are the members of the Executive Committee of NFGHL.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☒.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 25, 2022

PIVOTAL BIOVENTURE PARTNERS FUND I, L.P.
By: PIVOTAL BIOVENTURE PARTNERS FUND I G.P., L.P.
Its General Partner,
By: PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD.
Its General Partner,
By:	/s/ Robert Hopfner
	Robert Hopfner
	Authorized Signatory
PIVOTAL BIOVENTURE PARTNERS FUND I G.P., L.P.
By: PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD
Its General Partner,
By:	/s/ Robert Hopfner
	Robert Hopfner
	Authorized Signatory
PIVOTAL BIOVENTURE PARTNERS FUND I U.G.P., LTD.
By:	/s/ Robert Hopfner
	Robert Hopfner
	Authorized Signatory
PIVOTAL PARTNERS LTD
By:	/s/ Sun Xintong
Name:	Sun Xintong
Title:	Director
PIVOTAL LIFE SCIENCES HOLDINGS LIMITED
By:	/s/ Sun Xintong
Name:	Sun Xintong
Title:	Director

NAN FUNG GROUP HOLDINGS LIMITED
By:	/s/ Tang Chun Wai Nelson
	Tang Chun Wai Nelson
	Director
NF INVESTMENT HOLDINGS LIMITED
By:	/s/ Tang Chun Wai Nelson
	Tang Chun Wai Nelson Director
NAN FUNG LIFE SCIENCES HOLDINGS LIMITED
By:	/s/ Sun Xintong
	Sun Xintong Director
NFLS BETA LIMITED
By:	/s/ Sun Xintong
	Sun Xintong Director
NFLS PLATFORM HOLDINGS LIMITED
By:	/s/ Sun Xintong
	Sun Xintong Director